EXHIBIT 10(iii)(c)
                                                       Page 1 of 5






          TO:       EXECUTIVE VICE PRESIDENT


          SUBJECT:  BONUS CONTRACT FOR 1996


          The bonus plan applying to you for 1996 is outlined herein.

          Your bonus potential for 1996 will be divided into two parts.
            % of salary will be based on Group Operating results and   % of
          salary will be based on the bonus awarded to the Chairman's
          Office.

          GROUP OPERATIONS CONTRACT (applies to   % of salary)

           1.    Should your Operations Groups attain worldwide operating
                 income of $          , you will receive a bonus of   % of
                    % of your annual salary rate in effect on December 31,
                 1996.

          2a.    For each $          by which your worldwide operating
                 income exceeds $            up to $           , you will
                 receive   % of   % of your salary.  For each $         
                 over $            , you will receive  % of   % of your
                 salary.  

          2b.    If you achieve a productivity improvement of   %, you will
                 receive an additional   % of   % of your salary.

           3.    If you attain    % accounts receivable and inventory as a
                 percent of sales, you will receive   % of   % of your
                 salary.  For each   % reduction thereafter, you will
                 receive an additional   % of   % of your salary.

           4.    You may receive an additional discretionary award of up to 
                   % of   % of your salary.  The award will be based upon
                 your individual achievements and the accomplishments of
                 your Groups.  The award will also be determined on the
                 basis of performance in process reengineering and in our
                 company-wide procurement initiative.  Any award also will
                 be dependent upon the Company's overall performance.




                                          43<PAGE>





                                                       EXHIBIT 10(iii)(c)
                                                       Page 2 of 5



          BONUS CONTRACT FOR 1996 - EXECUTIVE VICE PRESIDENT



           5.    The maximum bonus award on the sum of paragraphs (1) and
                 (2) will be limited to   % of   % of your salary. The
                 maximum bonus award on paragraph (3) will be limited to
                   % of   % of your salary.  The maximum bonus award on
                 paragraph (4) will be limited to   % of   % of your
                 salary.

           6.    Should the Company achieve or exceed Earnings Per Share of
                 $     , the total bonus percentage earned by you under
                 paragraphs (1) through (5) will be increased in accordance
                 with the following schedule:

                                             BONUS EARNED PAR. 1-5
                 E.P.S. ACHIEVED                 INCREASED BY     
                    $                                 10%
                    $                                 15%
                    $                                 20%
                    $                                 25%
                                                                  


          CORPORATE CONTRACT (applies to   % of salary)


           7.    You also will receive a bonus based upon the percentage
                 bonus awarded to the Chairman's office which will apply to
                   % of your salary.  For example, if the bonus awarded to
                 the Chairman's office is   % of salary, your bonus award
                 under this paragraph (7) would be   % of   % of salary.

           8.    The maximum bonus award for paragraphs (1) through (7)
                 will be limited to    % of your total annual salary rate
                 in effect on December 31, 1996.

           9.    Acquisitions, divestitures, changes in assignment, changes
                 in accounting procedures or tax law, abnormal deviations
                 to plan in other income and expenses in your financial
                 income statements, and/or corrections in historical data
                 during 1996 may necessitate pro rata adjustments in the
                 above goals and/or actual operating results.  Any such
                 changes will be advised to you in a timely manner.
           


                                          44<PAGE>





                                                       EXHIBIT 10(iii)(c)
                                                       Page 3 of 5



          BONUS CONTRACT FOR 1996 - EXECUTIVE VICE PRESIDENT



          10.    The results will be tabulated by the Corporate
                 Controller's Office and reflected on Operating Income and
                 Accounts Receivable and Inventory Reports.

          11.    It is the present intention of the Company to decide the
                 amount of bonus for 1996 in February 1997.  If the above
                 objectives are not attained, any bonus award will be made
                 at the sole discretion of the Company.

          12.    The Company will be the final arbiter of interpretation of
                 the above arrangements.





                                           /S/ J. E. Perrella        
                                               J. E. Perrella
                                               Chairman
                       




                                          45<PAGE>





                                                       EXHIBIT 10(iii)(c)
                                                       Page 4 of 5






          TO:       GROUP PRESIDENT


          SUBJECT:  BONUS CONTRACT FOR 1996


          The bonus plan applying to you for 1996 is outlined below:

           1.    Should your operating group attain worldwide operating
                 income of $          , you will receive a bonus of   % of
                 your annual salary rate in effect on December 31, 1996.

          2a.    For each $          by which your worldwide operating
                 income exceeds $          , you will receive   % of your
                 salary.

          2b.    If you achieve a productivity improvement of   %, you will
                 receive an additional   % of your salary.

           3.    If you attain    % accounts receivable and inventory as a
                 percent of sales, you will receive   % of your salary. 
                 For each   % reduction thereafter, you will receive an
                 additional   % of your salary.

           4.    You may receive an additional discretionary award of up to 
                   % of your salary.  The award will be based upon your
                 individual achievements and the accomplishments of your
                 Group.  Your performance related to reengineering of
                 business processes will be a major factor in determining
                 the amount of bonus awarded under this paragraph
                 especially in our company-wide procurement initiative. 
                 Any award also will be dependent upon the Company's
                 overall performance.

           5.    The maximum bonus award on the sum of paragraphs (1) and
                 (2) will be limited to   % of your salary. The maximum
                 bonus award on paragraph (3) will be   % of salary.  The
                 maximum bonus award on paragraph (4) will be   % of
                 salary.  The maximum award on the sum of paragraphs (1)
                 through (4) will be limited to    % of salary.





                                          46<PAGE>





                                                       EXHIBIT 10(iii)(c)
                                                       Page 5 of 5



          BONUS CONTRACT FOR 1996 - GROUP PRESIDENT



           6.    Should the Company achieve or exceed Earnings Per Share of
                 $    , the total bonus percentage earned by you under
                 paragraphs (1) through (5) will be increased in accordance
                 with the following schedule:

                 EARNINGS PER
                    SHARE                    BONUS % EARNED PAR.1-5
                   ATTAINED                       INCREASED BY     
                   $                                  10%
                   $                                  15%
                   $                                  20%
                   $                                  25%

           7.    The maximum bonus award for paragraphs (1) through (6)
                 will be limited to    % of your annual salary rate in
                 effect on December 31, 1996.

           8.    Acquisitions, divestitures, changes in assignment, changes
                 in accounting procedures or tax law, abnormal deviations
                 to plan in other income and expenses in your financial
                 income statements, and/or corrections in historical data
                 during 1996 may necessitate pro rata adjustments in the
                 above goals and/or actual operating results.  Any such
                 changes will be advised as soon as possible.

           9.    The results will be tabulated by the Corporate
                 Controller's Office and reflected on Operating Income and
                 Accounts Receivable and Inventory Reports.

          10.    It is the present intention of the Company to decide the
                 amount of bonus for 1996 in February 1997.  If the above
                 objectives are not attained, any bonus award made will be
                 at the sole discretion of the Company.

          11.    The Company will be the final arbiter of interpretation of
                 the above arrangements.




                                           /S/ J. E. Perrella        
                                               J. E. Perrella
                                               Chairman

                                          47<PAGE>